☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Cayman Islands |
98-1602789 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
2400 E. Commercial Boulevard, Suite 900 Ft. Lauderdale, Florida |
33308 | |
(Address of Principal Executive Offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Units, each consisting of one Class A ordinary share, one right and one-half of one redeemable warrant |
CSLMU |
The Nasdaq Stock Market LLC | ||
Class A ordinary shares, par value $0.0001 per share |
CSLM |
The Nasdaq Stock Market LLC | ||
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
CSLMW |
The Nasdaq Stock Market LLC | ||
Rights to acquire one-tenth of one Class A ordinary share |
CSLMR |
The Nasdaq Stock Market LLC |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
• | our being a company with no operating history and no operating revenues; |
• | our ability to select an appropriate target business or businesses; |
• | our ability to complete our initial business combination; |
• | our expectations around the performance of a prospective target business or businesses; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
• | our directors and officers allocating their time to other businesses and potentially having conflicts of interest with or otherwise conflicting contractual obligations in connection with our business or in approving or consummating our initial business combination; |
• | our potential ability to obtain additional financing to complete our initial business combination; |
• | our pool of prospective target businesses; |
• | our ability to consummate an initial business combination due to the uncertainty resulting from the COVID-19 pandemic and other events (such as terrorist attacks, global hostilities, natural disasters or a significant outbreak of other infectious diseases); |
• | the ability of our directors and officers to generate a number of potential business combination opportunities; |
• | our public securities’ potential liquidity and trading; |
• | the lack of a market for our securities; |
• | the use of proceeds not held in the trust account (as defined below) or available to us from interest income on the trust account balance; |
• | the trust account being subject to claims of third parties; |
• | our financial performance; and |
• | the other risks and uncertainties discussed in “Item 1A. Risk Factors,” elsewhere in this Annual Report on Form 10-K and in our other filings with the Securities and Exchange Commission (the “SEC”). |
Item 1. |
Business. |
• | subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and |
• | cause us to depend on the marketing and sale of a single product or limited number of products or services. |
• | Operations in the new economy sectors across our target markets. |
• | Established business models. de-risked business model, strong technology component, brand recognition and marketing capabilities or any other characteristics that are difficult to replicate. |
• | Sector leading KPIs and unit economics. |
• | Scalability. |
• | Underpenetrated and growing total addressable market. |
• | Strong management team and culture. |
• | Market leadership. |
• | Attractive valuation. |
• | Focus on ESG and social empowerment. |
• | subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and |
• | cause us to depend on the marketing and sale of a single product or limited number of products or services. |
• | we issue Class A ordinary shares that will be equal to or in excess of 20% of the number of Class A ordinary shares then outstanding; |
• | any of our directors, officers or substantial shareholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in issued and outstanding ordinary shares or voting power of 5% or more; or |
• | the issuance or potential issuance of ordinary shares will result in our undergoing a change of control. |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and |
• | file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and |
• | file proxy materials with the SEC. |
• | prior to the consummation of our initial business combination, we shall either (1) seek shareholder approval of our initial business combination at a meeting called for such purpose at which public shareholders may seek to redeem their public shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction, into their pro rata share of the aggregate amount then on deposit in the trust account, calculated as of two business days prior to the completion of our initial business combination, including interest (which interest shall be net of taxes payable), or (2) provide our public shareholders with the opportunity to tender their public shares to us by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account, calculated as of two business days prior to the completion of our initial business combination, including interest (which interest shall be net of taxes payable), in each case subject to the limitations described herein; |
• | in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions; |
• | if we seek shareholder approval, we will complete our initial business combination only if we receive the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of holders of a majority of ordinary shares who attend and vote at a general meeting of the company; |
• | if our initial business combination is not consummated by October 18, 2024, after depositing $70,000 in the Trust Account for each one month Extension, then our existence will terminate and we will distribute all amounts in the trust account; and |
• | prior to our initial business combination, we may not issue additional ordinary shares that would entitle the holders thereof to (1) receive funds from the trust account or (2) vote as a class with our public shares on any initial business combination. |
Item 1.A. |
Risk Factors. |
• | may significantly dilute the equity interest of public investors, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one |
• | may subordinate the rights of holders of ordinary shares if preference shares are issued with rights senior to those afforded our ordinary shares; |
• | could cause a change of control if a substantial number of our ordinary shares is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present directors and officers; |
• | may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; |
• | may adversely affect prevailing market prices for our units, ordinary shares, rights and/or warrants; and |
• | may not result in adjustment to the exercise price of our warrants. |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on our ordinary shares; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of news and analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | loss of revenue, property, and equipment or delays in operations as a result of hazards such as expropriation, war, piracy, acts of terrorism, insurrection, civil unrest, and other political risks, including tension and confrontations among political parties; |
• | transparency issues in general and, more specifically, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and other anti-corruption compliance laws and issues; |
• | increases in taxes and governmental royalties; |
• | unilateral renegotiation of contracts by governmental entities; |
• | redefinition of international boundaries or boundary disputes; |
• | difficulties enforcing our rights against a governmental agency because of the doctrine of sovereign immunity and foreign sovereignty over international operations; |
• | difficulties enforcing our rights against a governmental agency in the absence of an appropriate and adequate dispute resolution mechanism to address contractual disputes, such as international arbitration; |
• | changes in laws and policies governing operations of foreign-based companies; |
• | foreign-exchange restrictions; and |
• | international monetary fluctuations and changes in the relative value of the U.S. dollar as compared to the currencies of other countries in which we conduct business. |
Item 1.B. |
Unresolved Staff Comments. |
Item 1.C |
Cybersecurity |
Item 2. |
Properties. |
Item 3. |
Legal Proceedings. |
Item 4. |
Mine Safety Disclosures. |
Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
Item 6. |
[Reserved]. |
Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
Item 7.A. |
Quantitative and Qualitative Disclosure About Market Risk. |
Item 8. |
Financial Statements and Supplementary Data |
Item 9. |
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. |
Item 9.A. |
Controls and Procedures. |
(1) | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company, |
(2) | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and |
(3) | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
Item 9.B. |
Other Information. |
Item 9.C. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspection. |
Item 10. |
Directors, Executive Officers and Corporate Governance. |
Name |
Age |
Title |
||||
Charles Cassel |
60 | Director, Chief Executive Officer and Chief Financial Officer | ||||
Jonathan Binder |
61 | Director and Chairman | ||||
Irakli Gilauri |
57 | Director | ||||
Peter Tropper |
72 | Director | ||||
Salman Alam |
41 | Director |
• | assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; |
• | the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other registered public accounting firm engaged by us; |
• | pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; |
• | reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm has with us in order to evaluate their continued independence; |
• | setting clear hiring policies for employees or former employees of the independent registered public accounting firm; |
• | setting clear policies for audit partner rotation in compliance with applicable laws and regulations; |
• | obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; |
• | meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”; |
• | reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and |
• | reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; |
• | reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive-compensation and equity-based plans that are subject to board approval of all of our other officers; |
• | reviewing our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; |
• | producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
• | identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board of directors, and recommending to the board of directors candidates for nomination for election at the annual general meeting or to fill vacancies on the board of directors; |
• | developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines; |
• | coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and |
• | reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. |
• | duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; |
• | duty to exercise authority for the purpose for which it is conferred; |
• | duty to not improperly fetter the exercise of future discretion; |
• | duty to exercise powers fairly as between different classes of shareholders; |
• | duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and |
• | duty to exercise independent judgment. |
• | None of our directors or officers is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities. |
• | In the course of their other business activities, our directors and officers may become aware of investment and business opportunities that may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. |
• | Pursuant to a letter agreement entered into with us, our initial shareholders, directors and officers have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the consummation of our initial business combination. Additionally, our initial shareholders have agreed to waive their redemption rights with respect to their founder shares if we fail to consummate our initial business combination by October 18, 2024 with the deposit of $70,000 in the Trust Account for each one month Extension. However, if our initial shareholders (or any of our directors, officers or affiliates) acquire public shares, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to consummate our initial business combination within the prescribed time frame. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares, and the private placement warrants will expire worthless. With certain limited exceptions, pursuant to such letter agreement, our initial shareholders, directors and officers have agreed not to transfer, assign or sell and of their founder shares until the earlier of: (1) one year after the completion of our initial business combination; and (2) subsequent to our initial business combination (x) if the last reported sale price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for share capitalization, share subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. With certain limited exceptions, the private placement warrants and the ordinary shares underlying such warrants, will not be transferable, assignable or saleable by our sponsor until 30 days after the completion of our initial business combination. Since our sponsor and our team may directly or indirectly own ordinary shares, rights and warrants following our initial public offering, our directors and officers may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. |
• | Our directors and officers may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether to proceed with a particular business combination. |
• | Our directors and officers may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such directors and officers was included by a target business as a condition to any agreement with respect to our initial business combination. |
Individual |
Entity |
Entity’s Business |
Affiliation |
|||
Charles Cassel | CSLM Investment Management, LLC(1) | Investment management company | Co-Founder |
|||
Jonathan Binder | CSLM Investment Management, LLC(1) | Investment management company | Co-Founder |
|||
Irakli Gilauri | Georgia Capital PLC(1) | Holding Company | Chairman and CEO | |||
Peter Tropper | Peter Tropper LLC | Private Equity Fund Formation and Governance Advisor | Managing Member | |||
Salman Alam | Western Digital Corporation | Data Storage | Vice President, Legal |
(1) | Includes certain other affiliates and portfolio companies |
Item 11. |
Executive Compensation. |
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
• | each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares; |
• | each of our directors and officers; and |
• | all our directors and officers as a group. |
Class A Ordinary Shares |
Class B Ordinary Shares |
|||||||||||||||
Name and Address of Beneficial Owner(1) |
Beneficially Owned |
Approximate Percentage of Class |
Beneficially Owned(2) |
Approximate Percentage of Class |
||||||||||||
CSLM Acquisition Sponsor I LLC (our sponsor)(3) |
4,593,750 | 96.85 | % | |||||||||||||
Charles Cassel(3) |
— | — | 4,593,750 | 96.85 | % | |||||||||||
Jonathan Binder(3) |
— | — | 4,593,750 | 96.85 | % | |||||||||||
Irakli Gilauri |
— | — | 50,000 | 1.05 | % | |||||||||||
Peter Tropper |
— | — | 50,000 | 1.05 | % | |||||||||||
Salman Alam |
— | — | 50,000 | 1.05 | % | |||||||||||
All director and officers as a group (6 individuals) |
— | — | 4,743,750 | 100.0 | % |
(1) | Unless otherwise noted, the business address of each of the following entities or individuals is c/o CSLM Acquisition Corp I, Ltd., 2400 E. Commercial Boulevard, Suite 900, Ft. Lauderdale, FL 33308. |
(2) | Interests shown consist solely of founder shares, including 4,593,749 Class A ordinary shares that were exchanged from the same number of Class B ordinary shares. The remaining Class B ordinary share will convert into Class A ordinary share on a one-for-one basis, subject to adjustment. |
(3) | CSLM Acquisition Sponsor I LLC, our sponsor, is the record holder of the Class B ordinary shares reported herein. The manager of our sponsor is CSLM Investment Capital, Inc., which is owned and controlled by Charles Cassel and Jonathan Binder. By virtue of their shared control over the manager of our sponsor, Mr. Cassel and Mr. Binder may be deemed to beneficially own shares held by our sponsor. |
Item 13. |
Certain Relationships and Related Transactions, and Director Independence. |
Item 14. |
Principal Accounting Fees and Services. |
For the Year ended December 31, 2023 |
For the Year ended December 31, 2022 |
|||||||
Audit Fees(1) |
$ | 111,000 | $ | 71,141 | ||||
Audit-Related Fees(2) |
$ | — | $ | — | ||||
Tax Fees(3) |
$ | — | $ | — | ||||
All Other Fees(4) |
$ | — | $ | — | ||||
Total |
$ | $ | — |
(1) | Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings. |
(2) | Audit-Related Fees. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our year-end financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards. |
(3) | Tax Fees. Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. |
(4) | All Other Fees. All other fees consist of fees billed for all other services including permitted due diligence services related potential business combination. |
Item 15. |
Exhibits, Financial Statements Schedules. |
(a) |
The following documents are filed as part of this Annual Report on Form 10-K: Financial Statements: See “Item 8. Index to Financial Statements and Supplementary Data” herein. |
(b) |
Exhibits: 10-K.
|
* | Filed herewith. | |
** | Furnished herewith. | |
(1) | Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 18, 2022. |
|
(2) | Incorporated by reference to the Company’s Annual Report on Form 10-K filed on March 31, 2022. |
Item 16. |
Form 10-K Summary. |
CSLM ACQUISITION CORP I, LTD. |
||||||
Date: April 1, 2024 | /s/ Charles Cassel | |||||
By: Charles Cassel | ||||||
Title Chief Executive Officer and Chief Financial Officer |
/s/ Charles Cassel | ||
Name: | Charles Cassel | |
Title: | Chief Executive Officer and Chief Financial Officer (principal executive officer, principal financial officer and principal accounting officer) | |
Date: | April 1, 2024 | |
/s/ Jonathan Binder | ||
Name: | Jonathan Binder | |
Title: | Director and Chairman | |
Date: | April 1, 2024 | |
/s/ Irakli Gilauri | ||
Name: | Irakli Gilauri | |
Title: | Director | |
Date: | April 1, 2024 | |
/s/ Peter Tropper | ||
Name: | Peter Tropper | |
Title: | Director | |
Date: | April 1, 2024 | |
/s/ Salman Alam | ||
Name: | Salman Alam | |
Title: | Director | |
Date: | April 1, 2024 |
F-1 |
||||
Financial Statements: |
||||
F-2 |
||||
F-3 |
||||
F-4 |
||||
F-5 |
||||
F-6 |
December 31, |
||||||||
2023 |
2022 |
|||||||
Assets: |
||||||||
Current assets: |
||||||||
Cash |
$ | 138,283 | $ | 224,474 | ||||
Prepaid expenses |
15,848 | 494,844 | ||||||
Due from related party |
31,849 | 28,462 | ||||||
Marketable securities held in Trust Account |
51,976,918 | 194,767,885 | ||||||
Total current assets |
52,162,898 | 195,515,665 | ||||||
Total Assets |
$ |
52,162,898 |
$ |
195,515,665 |
||||
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 132,349 | $ | 8,185 | ||||
Accrued expenses |
471,830 | 307,966 | ||||||
Accrued offering costs |
— | 279,678 | ||||||
Promissory note – related party |
1,230,000 | — | ||||||
Accrued interest – related party |
28,288 | — | ||||||
Deferred underwriting commissions |
6,641,250 | 6,641,250 | ||||||
Total current liabilities |
8,503,717 | 7,237,079 | ||||||
Total Liabilities |
8,503,717 |
7,237,079 |
||||||
Commitments and Contingencies (Note 7) |
||||||||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized, 4,772,187 and 18,975,000 shares subject to redemption as of December 31, 2023 and 2022, respectively |
51,976,918 | 194,767,885 | ||||||
Shareholders’ Deficit: |
||||||||
Preference shares, $0.0001 par value; 5,000,000 |
— | — | ||||||
Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized; 4,743,749 and none issued and outstanding, excluding 4,772,187 and 18,975,000 shares subject to possible redemption at December 31, 2023 and 2022, respectively |
474 | — | ||||||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 1 and 4,743,750 shares issued and outstanding |
0 | 474 | ||||||
Additional paid-in capital |
— | — | ||||||
Accumulated deficit |
(8,318,211 | ) | (6,489,773 | ) | ||||
Total Shareholders’ Deficit |
(8,317,737 |
) |
(6,489,299 |
) |
||||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit |
$ |
52,162,898 |
$ |
195,515,665 |
||||
For the Year |
||||||||
Ended |
||||||||
December 31, |
||||||||
2023 |
2022 |
|||||||
Insurance expense |
$ | 477,750 | $ | 462,043 | ||||
Legal and accounting expenses |
644,515 | 417,399 | ||||||
Dues and subscriptions |
256,333 | 148,413 | ||||||
Administrative expenses – related party |
240,000 | — | ||||||
Interest expense – related party |
28,288 | — | ||||||
Bank fees, general and administrative expenses |
1,552 | 35,275 | ||||||
Operating expenses |
1,648,438 | 1,063,130 | ||||||
Loss from operations |
(1,648,438 |
) |
(1,063,130 |
) |
||||
Other income (expense): |
||||||||
Realized gain on marketable securities held in Trust Account |
2,538,270 | 3,120,385 | ||||||
Dividends on marketable securities held in Trust Account |
3,736,950 | — | ||||||
Total other income, net |
6,275,220 | 3,120,385 | ||||||
Net (loss) income |
$ |
4,626,782 |
$ |
2,057,255 |
||||
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption |
12,826,933 | 18,091,233 | ||||||
Basic and diluted net income per share, Class A ordinary shares stock subject to redemption |
$ | 0.42 | $ | 0.45 | ||||
Basic and diluted weighted average shares outstanding, non-redeemable Class A ordinary shares |
2,222,414 | — | ||||||
Basic and diluted net loss per share, non-redeemable Class A ordinary shares |
$ | (0.28 | ) | $ | — | |||
Basic and diluted weighted average shares outstanding, non-redeemable Class B ordinary shares |
2,521,336 | 4,743,750 | ||||||
Basic and diluted net loss per share, non-redeemable Class B ordinary shares |
$ | (0.06 | ) | $ | (1.30 | ) |
Class A |
Class A |
Class B |
Additional |
Total |
||||||||||||||||||||||||||||||||
Temporary Shares |
Ordinary Shares |
Ordinary Shares |
Paid-in Capital |
Accumulated Deficit |
Shareholders’ Deficit |
|||||||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||||||||
Balance as of January 1, 2023 |
18,975,000 |
$ |
194,767,885 |
— |
$ |
— |
4,743,750 |
$ |
474 |
$ |
— |
$ |
(6,489,773 |
) |
$ |
(6,489,299 |
) |
|||||||||||||||||||
Redemption of Class A ordinary shares |
(14,202,813 | ) | (149,486,187 | ) | — | — | — | — | — | — | — | |||||||||||||||||||||||||
Conversion of Sponsor Class B ordinary shares to Class A ordinary shares |
— | — | 4,743,749 | 474 | (4,743,749 | ) | (474 | ) | — | — | — | |||||||||||||||||||||||||
Sponsor waiver of administrative services fees |
— | — | — | — | — | — | 240,000 | — | 240,000 | |||||||||||||||||||||||||||
Remeasurement of Class A ordinary shares subject to redemption |
— | 6,695,220 | — | — | — | — | (240,000 | ) |
(6,455,220 | ) | (6,695,220 | ) | ||||||||||||||||||||||||
Net income |
— | — | — | — | — | — | — | 4,626,782 | 4,626,782 | |||||||||||||||||||||||||||
Balance – December 31, 2023 |
4,772,187 |
$ |
51,976,918 |
4,743,749 |
$ |
474 |
1 |
$ |
0 |
$ |
— |
$ |
(8,318,211 |
) |
$ |
(8,317,737 |
) |
|||||||||||||||||||
Class A |
Class A |
Class B |
Additional |
Total |
||||||||||||||||||||||||||||||||
Temporary Shares |
Ordinary Shares |
Ordinary Shares |
Paid-in Capital |
Accumulated Deficit |
Shareholders’ Deficit |
|||||||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||||||||
Balance as of January 1, 2022 |
— |
$ |
— |
— |
$ |
— |
4,743,750 |
$ |
474 |
$ |
24,526 |
$ |
(49,154 |
) |
$ |
(24,154 |
) |
|||||||||||||||||||
Issuance of Class A ordinary shares in IPO |
18,975,000 | 161,884,508 | — |
— |
— |
— |
16,418,477 | — |
16,418,477 | |||||||||||||||||||||||||||
Sale of private placement warrants |
— |
— |
— |
— |
— |
— |
7,942,500 | — |
7,942,500 | |||||||||||||||||||||||||||
Remeasurement of Class A ordinary shares subject to redemption |
— |
32,883,377 | — |
— |
— |
— |
(24,385,503 | ) | (8,497,874 | ) | (32,883,377 | ) | ||||||||||||||||||||||||
Net income |
— |
— |
— |
— |
— |
— |
— |
2,057,255 | 2,057,255 | |||||||||||||||||||||||||||
Balance – December 31, 2022 |
18,975,000 |
$ |
194,767,885 |
— |
$ |
— |
4,743,750 |
$ |
474 |
$ |
— |
$ |
(6,489,773 |
) |
$ |
(6,489,299 |
) |
|||||||||||||||||||
For the Year |
||||||||
Ended |
||||||||
December 31, |
||||||||
2023 |
2022 |
|||||||
Cash Flows from Operating Activities: |
||||||||
Net income |
$ | 4,626,782 | $ | 2,057,255 | ||||
Adjustments to reconcile net income to net cash used in operating activities: |
||||||||
Realized gains on marketable securities held in Trust Account |
(2,538,270 | ) | (3,120,385 | ) | ||||
Accrued dividends on marketable securities held in Trust Account |
(230,530 | ) | — | |||||
Sponsor waiver of administrative services fees |
240,000 | — | ||||||
Changes in current assets and current liabilities: |
||||||||
Prepaid expenses |
478,996 | (494,844 | ) | |||||
Accounts payable |
124,164 | 8,185 | ||||||
Accrued expenses |
163,864 | 258,792 | ||||||
Accrued offering costs |
(279,678 | ) | — |
|||||
Accrued interest – related party |
28,288 | — |
||||||
Due from related party |
(3,387 | ) | — |
|||||
Due to related party |
— |
(3,462 | ) | |||||
|
|
|
|
|||||
Net cash provided by (used in) operating activities |
2,610,229 |
(1,294,459 |
) | |||||
Cash Flows from Investing Activities: |
||||||||
Purchase of treasury and other marketable securities |
(396,313,420 | ) | (768,721,500 | ) | ||||
Proceeds from redemption of treasury securities |
541,873,187 | 577,074,000 | ||||||
|
|
|
|
|||||
Net cash provided by (used in) investing activities |
145,559,767 |
(191,647,500 |
) | |||||
Cash Flows from Financing Activities: |
||||||||
Proceeds from issuance of Class A ordinary shares |
— | 189,750,000 | ||||||
Proceeds from sale of private placement warrants |
— | 7,942,500 | ||||||
Payment of underwriting fee |
— | (3,795,000 | ) | |||||
Proceeds from promissory note – related party |
1,230,000 | — | ||||||
Payment of promissory note – related party |
(181,313 | ) | ||||||
Payment of redemptions to Class A ordinary shareholders |
(149,486,187 | ) | — | |||||
Due from related party from overpayment of promissory note |
— | (25,000 | ) | |||||
Reduction of deferred offering costs |
— | (524,774 | ) | |||||
|
|
|
|
|||||
Net cash (used in) provided by financing activities |
(148,256,187 |
) |
193,166,413 |
|||||
Net Change in Cash |
(86,191 | ) | 224,454 | |||||
Cash – Beginning |
224,474 | 20 | ||||||
|
|
|
|
|||||
Cash-Ending |
$ |
138,283 |
$ |
224,474 |
||||
|
|
|
|
|||||
Supplemental Disclosure of Non-cash Financing Activities: |
||||||||
Remeasurement of Class A ordinary shares subject to possible redemption |
$ | 6,695,220 | $ | 32,883,377 | ||||
|
|
|
|
|||||
Deferred underwriter fee payable |
$ |
— |
$ | 6,641,250 | ||||
|
|
|
|
|||||
Deferred offering costs included in accrued offering costs |
$ | — | $ | 410,948 | ||||
|
|
|
|
|
|
|
|
|
Sponsor capital contribution for waiver of administrative services fees |
$ | 240,000 | $ | — | ||||
|
|
|
|
For the Year Ended |
||||
December 31, 2023 |
||||
Net income |
$ | 4,626,782 | ||
Less: Remeasurement of Class A redeemable shares to redemption value |
(6,695,220 | ) | ||
Net loss including remeasurement of temporary equity to redemption value |
$ |
(2,068,438 |
) |
|
For the Year Ended |
||||||||||||
December 31, 2023 |
||||||||||||
Class A Redeemable |
Class A Non-Redeemable |
Class B Non-Redeemable |
||||||||||
Total number of shares |
4,772,187 | 4,743,749 | 1 | |||||||||
Basic and diluted net income (loss) per share |
||||||||||||
Numerator: |
||||||||||||
Allocation of net loss including remeasurement of temporary equity to redemption value based on ownership percentage |
$ | (1,293,986 | ) | $ | (617,240 | ) | $ | (157,212 | ) | |||
Deemed dividend for remeasurement of temporary equity to redemption value |
6,695,220 | — |
— |
|||||||||
Total net income (loss) allocated by class |
$ |
5,401,234 |
$ |
(617,240 |
) |
$ |
(157,212 |
) |
||||
Denominator: |
||||||||||||
Weighted average shares outstanding |
12,826,933 |
2,222,414 |
2,521,336 | |||||||||
Basic and diluted net income (loss) per share |
$ | 0.42 |
$ | (0.28 |
) | (0.06 |
) |
For the Year Ended |
||||
December 31, 2022 |
||||
Net income |
$ | 2,057,255 | ||
Less: Remeasurement of Class A redeemable shares to redemption value |
(32,883,377 | ) | ||
Net loss including remeasurement of temporary equity to redemption value |
$ |
(30,826,122 |
) |
|
For the Year Ended |
||||||||||||
December 31, 2022 |
||||||||||||
Class A Redeemable |
Class A Non-Redeemable |
Class B Non-Redeemable |
||||||||||
Total number of shares |
18,975,000 | — |
4,743,750 | |||||||||
Basic and diluted net income (loss) per share |
||||||||||||
Numerator: |
||||||||||||
Allocation of net loss including remeasurement of temporary equity to redemption value based on ownership percentage |
$ | (24,658,782 | ) | $ |
— |
$ | (6,167,340 | ) | ||||
Deemed dividend for remeasurement of temporary equity to redemption value |
32,883,337 | — |
||||||||||
Total net income (loss) allocated by class |
$ |
8,224,595 |
$ |
— |
$ |
(6,167,340 |
) | |||||
Denominator: |
||||||||||||
Weighted average shares outstanding |
18,091,233 | — | 4,743,750 | |||||||||
Basic and diluted net income (loss) per share |
$ | 0.45 | $ | — | (1.30 | ) |
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as calculations derived from valuation techniques in which one or more significant inputs or significant value drivers are observable. |
Gross proceeds from initial public offering |
$ | 189,750,000 | ||
Less: |
||||
Fair value allocated to public warrants |
(4,524,000 | ) | ||
Fair value allocated to rights |
(12,948,540 | ) | ||
Offering costs allocated to Class A ordinary shares subject to possible redemption |
(10,392,952 | ) | ||
Plus: |
||||
Remeasurement of Class A ordinary shares subject to possible redemption |
32,883,377 | |||
|
|
|||
Class A ordinary shares subject to possible redemption, December 31, 2022 |
194,767,885 |
|||
Less: |
||||
Shareholder redemption of Class A ordinary shares |
(149,486,187 | ) | ||
Plus: |
||||
Remeasurement of Class A ordinary shares subject to possible redemption |
6,695,220 | |||
|
|
|||
Class A ordinary shares subject to possible redemption, December 31, 2023 |
$ |
51,976,918 |
||
|
|
• | in whole and not in part; |
• | at a price of $ 0.01 per warrant; |
• | upon not less than 30 days’ prior written notice of redemption to each warrant holder; and |
• | if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ 18.00 per share for any 20 trading days within a 30 -trading |
(Level 1) |
(Level 2) |
(Level 3) |
||||||||||
As of December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
Assets: |
||||||||||||
Treasury Trust Funds held in Trust Account |
$ | 51,976,918 | $ |
— |
$ |
— |
||||||
As of December 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury Securities held in Trust Account |
$ | 194,767,885 | $ |
— |
$ |
— |
Exhibit 31.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Charles Cassel, certify that:
1. | I have reviewed this annual report on Form 10-K of CSLM Acquisition Corp.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: April 1, 2024
By: | /s/ Charles Cassel |
|
Charles Cassel | ||
Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of CSLM ACQUISITION CORP. (the “Company”) on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, Charles Cassel, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.
Date: April 1, 2024
/s/Charles Cassel |
Charles Cassel |
Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer) |
Exhibit 97.1
CSLM ACQUISITION CORP. (the “Company”)
CLAWBACK POLICY
Introduction
The Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore adopted this policy which provides for the recoupment of certain executive compensation received in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws (the “Policy”). This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934 (the “Exchange Act”), the rules and amendments adopted by the Securities and Exchange Commission (the “SEC”) to implement the aforementioned legislation, and the listing standards of the national securities exchange on which the Company’s securities are listed.
Administration
This Policy shall be administered by the Board or, if so designated by the Board, the Compensation Committee, in which case references herein to the Board shall be deemed references to the Compensation Committee. Any determinations made by the Board shall be final and binding on all affected individuals.
Covered Executives
This Policy applies to the Company’s current and former executive officers, as determined by the Board in accordance with Section 10D of the Exchange Act and the listing standards of the national securities exchange on which the Company’s securities are listed, and such other senior executives/employees who may from time to time be deemed subject to the Policy by the Board (“Covered Executives”).
Recoupment; Accounting Restatement
In the event the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, the Board will require reimbursement or forfeiture of any excess Incentive Compensation (as defined below) received by any Covered Executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement.
Incentive Compensation
For purposes of this Policy, Incentive Compensation means any of the following; provided that such compensation is granted, earned, or vested based wholly or in part on the attainment of a financial reporting measure:
• | Annual cash bonuses and other short- and long-term cash incentives |
• | Stock options |
• | Stock appreciation rights |
• | Restricted stock |
• | Restricted stock units |
• | Performance shares |
• | Performance units |
Financial reporting measures are measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures and may include, among other things, any of the following:
• | Company stock price |
• | Total stockholder return |
• | Revenues |
• | Net income |
• | Earnings before interest, taxes, depreciation, and amortization (EBITDA) |
• | Liquidity measures such as working capital or operating cash flow |
• | Earnings measures such as earnings per share |
• | “Non-GAAP financial measures” for purposes of Exchange Act Regulation G and 17CFR 229.10 |
Excess Incentive Compensation: Amount Subject to Recovery
The amount to be recovered will be the excess of the Incentive Compensation paid to the Covered Executive based on the erroneous data over the Incentive Compensation that would have been paid to the Covered Executive had it been based on the restated results, as determined by the Board.
If the Board cannot determine the amount of excess Incentive Compensation received by the Covered Executive directly from the information in the accounting restatement, then it will make its determination based on a reasonable estimate of the effect of the accounting restatement on the applicable measure.
Method of Recoupment
The Board will determine, in its sole discretion, the method for recouping Incentive Compensation hereunder which may include, without limitation:
• | requiring reimbursement of cash Incentive Compensation previously paid; |
• | seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards; |
• | offsetting the recouped amount from any compensation otherwise owed by the Company to the Covered Executive; |
• | cancelling outstanding vested or unvested equity awards; and/or |
• | taking any other remedial and recovery action permitted by law, as determined by the Board. |
No Indemnification
The Company shall not indemnify any Covered Executives against the loss of any incorrectly awarded Incentive Compensation.
Interpretation
The Board is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and applicable rules or standards adopted by the Securities and Exchange Commission or any national securities exchange on which the Company’s securities are listed.
Effective Date
This Policy shall apply to any excess Incentive Compensation received by Covered Executives during the three immediately completed fiscal years preceding the date on which a company is required to prepare an accounting restatement. Notwithstanding the foregoing, this Policy shall be effective as of October 2, 2023 (the “Effective Date”) and shall apply to Incentive Compensation that is approved, awarded or granted to Covered Executives on or after that date.
Amendment; Termination
The Board may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary to reflect final regulations adopted by the Securities and Exchange Commission under Section 10D of the Exchange Act and to comply with the rules and standards adopted by the SEC and the listing standards of any national securities exchange on which the Company’s securities are listed. The Board may terminate this Policy at any time.
Other Recoupment Rights
The Board intends that this Policy will be applied to the fullest extent of the law. The Board may require that any employment agreement, equity award agreement, or similar agreement entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by the terms of this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company.
Impracticability
The Board shall recover any excess Incentive Compensation in accordance with this Policy unless such recovery would be impracticable, as determined by the Board in accordance with Rule 10D-1 of the Exchange Act and any applicable rules or standards adopted by the SEC and the listing standards of any national securities exchange on which the Company’s securities are listed.
Successors
This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.